Securities code: Shantui Construction Machinery Co.Ltd(000680) securities abbreviation: Shantui Construction Machinery Co.Ltd(000680) Announcement No.: 2022014 Shantui Construction Machinery Co.Ltd(000680)
Announcement of resolutions of the 15th meeting of the 10th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shantui Construction Machinery Co.Ltd(000680) the 15th meeting of the 10th board of supervisors was held on site in Conference Room 203 of the company's headquarters building on the morning of March 28, 2022. The notice of the meeting has been sent in writing and e-mail on March 18, 2022. The company's supervisors Tang Guoqing, Meng Liang and Kong xiangtian attended the meeting, which was presided over by Tang Guoqing, chairman of the board of supervisors. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. The meeting considered and adopted the following proposals:
1、 Deliberated and adopted the 2021 annual work report of the board of supervisors;
Voting results: 3 in favor, 0 against and 0 abstention.
2、 The board of supervisors reviewed and approved the 2021 annual report on the provision for impairment of assets of the company; In accordance with the internal control system for the company's provision for asset impairment and loss treatment and the accounting standards, the company's report on the provision for asset impairment and asset write off in 2021 reflects the company's provision for bad debts of receivables, provision for inventory depreciation, provision for impairment of contract assets, provision for impairment of long-term receivables, provision for impairment of long-term equity investment, provision for impairment of fixed assets, provision for impairment of intangible assets Provision for impairment of Goodwill: the balance of bad debt provision in the current period is 640268200 yuan, the balance of inventory depreciation provision is 33762400 yuan, the balance of contract assets impairment provision is 467500 yuan, the balance of long-term receivables impairment provision is 1636700 yuan, the balance of long-term equity investment impairment provision is 4903200 yuan, the balance of fixed assets impairment provision is 662900 yuan, the balance of intangible assets impairment provision is 10000 yuan, and the balance of goodwill impairment provision is 1554800 yuan, The write off of bad debts was 190611 million yuan. The report also analyzes the impact of the amount of provision for bad debts, provision for inventory depreciation, provision for impairment of contract assets, provision for impairment of long-term receivables, provision for impairment of long-term equity investment, provision for impairment of fixed assets, provision for impairment of intangible assets and provision for impairment of goodwill on the company's financial situation and operating results.
The board of supervisors reviewed and considered that the provision for asset impairment and asset write off in this period comply with the provisions of the company law, the internal control system for the provision for asset impairment and loss treatment of the company and the accounting standards.
Voting results: 3 in favor, 0 against and 0 abstention.
3、 Deliberated and adopted the company's 2021 annual financial statement report;
The company's 2021 financial report has been audited and verified by Daxin Certified Public Accountants (special general partnership), and issued an unqualified audit report in accordance with Daxin Shen Zi [2022] No. Hengxin Shambala Culture Co.Ltd(300081) standard.
The board of supervisors believes that the report objectively and truly reflects the completion of the company's main financial indicators such as operating income, profit, assets and liabilities and cash flow.
Voting results: 3 in favor, 0 against and 0 abstention.
4、 Reviewed and approved the 2021 profit distribution plan of the company;
According to the audit of Daxin Certified Public Accountants (special general partnership), the company realized the net profit attributable to the parent company of 20947493840 yuan and the net profit of the parent company of 21866553541 yuan in 2021. With the undistributed profit of 166202250857 yuan at the beginning of the year and the cash dividend of 1501853212 yuan distributed in October 2021, the undistributed profit of this year was 186566951186 yuan.
According to the provisions of relevant laws and regulations, the articles of association and the long-term development needs of the company, it is proposed to distribute the profits available for distribution to shareholders in 2021. In view of the fact that the two equity incentive objects resigned for personal reasons and no longer meet the equity incentive conditions of the company, the company has a total of Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares held by them and is performing the repurchase and cancellation procedures. According to the relevant provisions of the company's 2020 restricted stock incentive plan, the profit distribution of the company will be based on the capital stock after deducting Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares to be repurchased and cancelled, Pay cash dividend of 0.15 yuan (including tax) to all shareholders for every 10 shares, do not give bonus shares, do not convert capital reserve into share capital, and the remaining undistributed profits will be transferred to subsequent annual distribution.
Up to now, the total share capital of the company is 1501853212 shares. After deducting Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares to be repurchased and cancelled, the share capital is 1501253212 shares, and the cash distribution is expected to be 2251879818 yuan.
The board of supervisors of the company believes that the above plan fully considers the current development of the company and the industry, the cash flow status of the company and other factors, and takes into account the needs of the company's sustainable development and shareholder return.
Voting results: 3 in favor, 0 against and 0 abstention.
5、 Reviewed and approved the company's annual report for 2021 and its summary;
After examination, the board of supervisors believes that the procedures for the preparation and deliberation of the company's 2021 annual report and its abstract by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
Voting results: 3 in favor, 0 against and 0 abstention.
6、 Reviewed and approved the 2022 annual financial budget report of the company;
Voting results: 3 in favor, 0 against and 0 abstention.
7、 Deliberated and passed the proposal on daily connected transactions expected in 2022;
The board of supervisors believes that the proposal truly reflects the daily related party transactions of the company. The expected daily related party transactions are related to the normal operation of the company, which is conducive to the smooth progress of the company's production and operation, does not damage the interests of the company and other shareholders, and the approval procedures performed comply with the provisions of relevant laws and regulations.
The voting result is: 3 in favor, 0 against and 0 abstention.
8、 Reviewed and approved the 2021 annual internal control evaluation report of the company;
The board of supervisors believes that the 2021 internal control evaluation report objectively, truly and accurately reflects the basic elements of the company's internal control and the development of internal control evaluation. The company has established a relatively perfect internal control system and perfect corporate governance structure, which ensures the orderly and effective development of the company's business activities, the legal compliance of operation and management and the safety of assets, Safeguarding the interests of the company and shareholders.
The company's current internal control system is in line with the actual operation of the company and meets the needs of the company's development. It is recommended that the company continuously improve the internal control system, strengthen the company's risk control and continuously improve the level of corporate governance.
Voting results: 3 in favor, 0 against and 0 abstention.
9、 Reviewed and approved the 2021 annual social responsibility report of the company;
Voting results: 3 in favor, 0 against and 0 abstention.
10、 The proposal on the 2021 risk assessment report of Shandong heavy industry group finance Co., Ltd. was reviewed and approved; This report fully reflects the business qualification, business and risk status of Shandong heavy industry group finance Co., Ltd. (hereinafter referred to as "finance company"). As a non bank financial institution, the financial company's business scope, business content and process, internal risk control system and other measures are strictly supervised by the China Banking and Insurance Regulatory Commission, and no major defects in the risk management of the financial company are found.
Voting results: 3 in favor, 0 against and 0 abstention.
11、 The proposal on signing financial service agreement with Shandong heavy industry group finance Co., Ltd. was deliberated and adopted; Voting results: 3 in favor, 0 against and 0 abstention.
12、 Reviewed and approved the emergency response plan for deposit business risks with Shandong heavy industry group finance Co., Ltd;
Voting results: 3 in favor, 0 against and 0 abstention.
13、 The proposal on applying for bank comprehensive credit line was deliberated and adopted;
Voting results: 3 in favor, 0 against and 0 abstention.
14、 The proposal on establishing construction machinery credit cooperation business with relevant banks and financial leasing companies was deliberated and adopted;
Voting results: 3 in favor, 0 against and 0 abstention.
15、 The proposal on carrying out financial leasing business with Shanzhong Financial Leasing Co., Ltd. was deliberated and adopted; Voting results: 3 in favor, 0 against and 0 abstention.
16、 The proposal on carrying out financial leasing business between holding subsidiaries and heavy truck Finance Co., Ltd. was deliberated and adopted;
Voting results: 3 in favor, 0 against and 0 abstention.
17、 Reviewed and approved the special report on the deposit and use of the company's raised funds in 2021;
The board of supervisors carefully read the special report on the deposit and use of the company's raised funds in 2021, inspected the use and management of the raised funds and the progress of the investment of the raised funds, and believed that the company used and managed the raised funds in strict accordance with the stock listing rules of Shenzhen stock exchange, the articles of association and the management and use system of the company's raised funds, There is no illegal use of the raised funds, the actual investment projects of the raised funds are consistent with the promised investment projects, and there is no change or disguised change in the actual investment projects of the raised funds. The special report of the company on the deposit and use of raised funds in 2021 truly and objectively reflects the use of raised funds in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
18、 The proposal on using letter of guarantee, letter of credit and foreign exchange to pay part of the funds of raised investment projects and replacing them with the raised funds was reviewed and approved;
Voting results: 3 in favor, 0 against and 0 abstention.
19、 The proposal on using some idle raised funds for cash management was deliberated and adopted;
On the premise of ensuring that the construction and use of the raised funds and the safety of the raised funds are not affected, the company plans to use the idle raised funds of no more than RMB 400 million (including this amount) to purchase investment products with high investment safety, good liquidity and guaranteed principal. The content and review procedures comply with the provisions of relevant laws, regulations and normative documents. The company's use of some temporarily idle raised funds for cash management does not conflict with the implementation plan of the investment project of the raised funds, and there is no situation of changing the purpose of the raised funds in a disguised manner, which is conducive to improving the use efficiency of the raised funds and increasing the company's income, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
In conclusion, the board of supervisors agreed that the company would use some temporarily idle raised funds for cash management.
Voting results: 3 in favor, 0 against and 0 abstention.
20、 Deliberated and passed the proposal on developing financial derivatives business;
Voting results: 3 in favor, 0 abstention and 0 opposition.
21、 Deliberated and passed the proposal on the proposed change of accounting firm;
Voting results: 3 in favor, 0 against and 0 abstention.
22、 The proposal on repurchase and cancellation of some restricted shares was deliberated and adopted;
The board of supervisors has reviewed the list of incentive objects that do not meet the incentive conditions and the number of restricted shares repurchased and cancelled. After examination, the board of supervisors believes that: in view of the fact that the two incentive objects have resigned and no longer meet the conditions of the company's restricted stock incentive objects, according to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "management measures") and the company's 2020 restricted stock incentive plan (hereinafter referred to as the "incentive plan"), The company shall repurchase and cancel the restricted shares held by the above personnel that have been granted but have not been lifted.
The repurchase and cancellation of some restricted shares this time complies with the relevant provisions of the company law, the securities law, the administrative measures and the company's incentive plan. The procedures are legal and compliant, and there is no infringement on the interests of all shareholders, especially small and medium-sized shareholders. The board of supervisors unanimously agreed to the repurchase and cancellation of some restricted shares.
Voting results: 3 in favor, 0 against and 0 abstention.
23、 The proposal on Amending the articles of association was deliberated and adopted;
Voting results: 3 in favor, 0 against and 0 abstention.
24、 The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted.
Voting results: 3 in favor, 0 abstention and 0 opposition.
According to the company law and other laws and regulations and the articles of association, items 1, 2, 3, 4, 5, 6, 7, 11, 13, 14, 15, 16, 20, 21, 22 and 23 of the above resolutions will be submitted to the 2021 annual general meeting for deliberation. It is hereby announced.
Shantui Construction Machinery Co.Ltd(000680) board of supervisors
